EX-10.37



 





Exhibit 10.37




Guarantor Accession Deed




Each company described in Schedule 1









MLC Centre Martin Place Sydney New South Wales 2000 Australia

Telephone 61 2 9225 5000 Facsimile 61 2 9322 4000

www.freehills.com DX 361 Sydney


SYDNEY MELBOURNE PERTH
BRISBANE HANOI HO CHI MINH CITY SINGAPORE

Correspondent Offices JAKARTA KUALA LUMPUR



Liability limited by the Solicitors’ Limitation of Liability Scheme, approved under the
Professional Standards Act 1994 (NSW)



Reference JP:ML:APJ:36D




 









 








     This deed poll




	 	 	is made on                      2004 by:






	 	 	Each company described in Schedule 1
	 
	 	 	(each a New Guarantor)





Recitals





	A.	 	Under a guarantee and indemnity entitled “Deed of
Guarantee and Indemnity” dated 28 July 1998 from the companies
described in item 1 of schedule 1 to that guarantee and
indemnity in favour of J.P. Morgan Australia Limited (A.B.N.
52 002 888 011) (formerly Chase Securities Australia Limited)
and the Debenture Stockholders (the Guarantee and Indemnity) a
person may become a Guarantor by execution of a deed in the
form of this deed poll.
	 
	B.	 	Each New Guarantor wants to become a Guarantor
under the Guarantee and Indemnity.





This deed poll witnesses as follows:




1 Interpretation





	(a)	 	Terms and expressions defined in the Guarantee
and Indemnity have the same meaning as in this deed poll.
	 
	(b)	 	The following words have these meanings in this
deed poll, unless the contrary intention appears:
	 
	 	 	“Existing Guarantor” means each Guarantor which is a
signatory (or has otherwise become a party) to the Guarantee
and Indemnity and has not been released from that document.





2 Rights and obligations of Guarantor





	 	 	For valuable consideration including, among other things, the
payment by the Trustee to the New Guarantors of $10.00 (receipt of
which is acknowledged), each New Guarantor jointly and severally
with each Existing Guarantor irrevocably and unconditionally agrees
to be bound by the terms and conditions of the Guarantee and
Indemnity.





3 Status of Guarantor





	 	 	Each New Guarantor irrevocably acknowledges and confirms that it
becomes a Guarantor as defined in, and for all purposes under, the
Guarantee and Indemnity as if named in and as a party to the
Guarantee and Indemnity from the date of this deed poll, and
accordingly is bound by the Guarantee and Indemnity as a Guarantor
on and from that date.




page 1









 









Guarantor Accession Deed


4 Governing law





	 	 	This deed poll is governed by the laws of the Australian Capital Territory.





5 Benefit of deed poll





	 	 	This deed poll is given in favour of and for the benefit of the
Trustee and Debenture Stockholders, each Existing Guarantor, and
persons claiming through the Trustee, a Debenture Stockholder or an
Existing Guarantor and their respective successors and permitted
assigns.




page 2









 











Schedule 1 – New Guarantors



GF Finance (N.Z.) Limited

Goodman Fielder Milling & Baking New Zealand Limited

Goodman Fielder New Zealand Limited

Meadow Lea Foods Limited

NZ Margarine Holdings Limited

Quality Bakers New Zealand Limited



page 3









 





Executed as a Deed Poll



Signed for and on behalf of

each of GF Finance (N.Z.) Limited,

Goodman Fielder Milling & Baking New

Zealand Limited, Goodman Fielder

New Zealand Limited, Meadow

Lea Foods Limited, NZ Margarine

Holdings Limited and Quality Bakers

New Zealand Limited by its attorney

in the presence of:



	 	 	 
	


	 	

	Witness

	 	Attorney
	 
	 	 
	


	 	

	Name (please print)

	 	Name (please print)








page 4